At a glance
On 9 October 2025, HSBC and HSBC Asia Pacific put forward a proposal to privatise Hang Seng Bank, Hong Kong’s leading domestic bank.
HSBC Asia Pacific is the controlling shareholder of Hang Seng, with a shareholding of approximately 63%, and is proposing to privatise Hang Seng by a scheme of arrangement.
If approved, Hang Seng will become a wholly owned subsidiary of HSBC and will be delisted from the Hong Kong Stock Exchange.
The Proposal offers a Scheme Consideration of
1 for each Scheme Share, representing an approximately 33% premium over the undisturbed 30-day (prior to and including 8 October 2025) average closing price of HK$116.5 per share.
HSBC recognises the proud legacy and near-100-year history of Hang Seng and is committed to retaining Hang Seng’s separate authorization as a licensed bank under the Hong Kong Banking Ordinance with its own governance, brand, distinct customer proposition and a branch network.
About HSBC
HSBC is one of the world’s largest banking groups, serving more than 40 million customers, ranging from individual savers and investors to some of the world’s biggest companies and governments.
About Hang Seng Bank
Hang Seng is Hong Kong’s leading domestic bank, serving nearly four million customers through a network of more than 250 outlets in Hong Kong, and outlets in major cities in mainland China.
HSBC Group CEO
“Our offer is an exciting opportunity to grow both Hang Seng and HSBC. We will preserve Hang Seng’s brand, heritage, distinct customer proposition and a branch network, while investing to unlock new strengths in products, services and technology to deliver more choice and innovation for customers.
Our offer also represents a significant investment into Hong Kong’s economy, underscoring our confidence in this market and commitment to its future as a leading global financial centre, and as a super-connector between international markets and mainland China.
This proposal fully meets our criteria for value-accretive investments: it aligns with our strategy, enhances growth and scale, does not distract us from organic growth, and delivers greater shareholder value than buybacks.
Together, HSBC and Hang Seng form a well-positioned platform with two iconic banking brands working side by side to deliver lasting value for customers, employees, and shareholders.”
Georges Elhedery, HSBC Group CEO
9 October 2025
FAQs
For further information on the proposal, please refer to the “Joint 3.5 announcement”, “Update on timeline for despatch of the scheme document” and the “Monthly update” links above in the “Useful links” section of this page.
The proposal is an investment for growth in Hong Kong, one of HSBC’s home markets, and is in line with HSBC’s strategy to increase leadership and market share where it has clear competitive advantage and the greatest opportunities to grow and support its clients.
HSBC aims to grow in Hong Kong by strengthening the banking presence of both HSBC Asia Pacific and Hang Seng, focusing on their relative strengths and competitive advantages, while allowing all customers to choose where to bank.
HSBC is proposing to pay 2 per share held by Hang Seng’s minority shareholders, representing an approximately 33% premium over the 30-day (prior to and including 8 October 2025) average closing price of HK$116.5 per share.
The offer price represents a significant premium to Hang Seng’s historical trading prices prior to the formal announcement of the privatisation proposal on 9 October 2025. The offer price also represents a premium of approximately 18.3% relative to the highest price target of HK$131.00 and a premium of approximately 41.6% relative to the of HK$109.50 issued by research analysts covering Hang Seng Bank after its interim results announcement for the six months ended 30 June 2025.3
No. HSBC and HSBC Asia Pacific have issued a formal “no price increase” statement in the privatisation proposal, confirming that the offer price of 4 per share is final and will not be increased. This provides certainty to shareholders that the bid represents HSBC’s best and only price.
If the offer is not successful, it will lapse, and HSBC Asia Pacific will not be able to make another offer for Hang Seng’s shares for a period of 12 months unless with regulatory approval. Further details are set out in the joint 3.5 announcement.
The Board of Hang Seng has established an Independent Board Committee (IBC), comprising five disinterested independent non-executive directors, to consider the proposal and make a recommendation as to whether it is fair and reasonable and as to voting by minority shareholders of Hang Seng. The Board of Hang Seng has also appointed an Independent Financial Adviser (IFA) to independently assess the fairness of the offer price and advise the IBC on the proposal. The IBC will provide its advice and recommendation in a scheme document, which will be despatched to Hang Seng shareholders on or before 17 December 2025.
A scheme document containing full details of the proposal, the IBC and IFA recommendations, and meeting notices will be despatched to shareholders on or before 17 December 2025. This will include details of the timeline and process for the shareholders’ vote.
If the scheme becomes effective, all shares held by minority shareholders of Hang Seng will be cancelled in exchange for an immediate cash payment of HK$155 per share, subject to the deduction for any future declared or paid dividends (except for the FY25 Q3 dividend). HSBC will then hold 100% of Hang Seng’s issued share capital.
If the scheme is approved by requisite shareholders and sanctioned by the High Court of Hong Kong, it is expected that Hang Seng’s shares will be withdrawn from listing and trading on the Hong Kong Stock Exchange shortly after the sanction by the court.
Under the terms of the proposal, Hang Seng’s FY25 Q3 dividend which has been paid on 13 November 2025 will not affect the offer price. The offer price will however be subject to a deduction for the value of any future declared or paid dividends by Hang Seng as outlined in the offer terms.
Hang Seng’s share buyback announced on 31 July 2025 has ceased upon the publication of the formal announcement of the privatisation proposal on 9 October 2025. Up to that date, a total of 2.8 million Hang Seng shares have been repurchased under the buyback programme and subsequently cancelled. Those shares will not form part of the scheme shares.
HSBC continues to target a dividend payout ratio for 2025 of 50% of earnings per ordinary share excluding material notable items and related impacts, for its shareholders.
HSBC’s share buyback announced on 30 July 2025 was completed on 24 October 2025. HSBC Asia Pacific will fund the proposal from the internal resources of the HSBC Group. HSBC will not initiate any further share buybacks for three quarters from 9 October 2025. A decision to recommence buybacks will be subject to HSBC’s normal buyback considerations and process on a quarterly basis.
Timetable and voting information
Please return to this page for the Scheme Document and further information on the timing and process for Hang Seng shareholders to vote.
Contact information
Media enquiries: HSBC Press Office - pressoffice@hsbc.com
Investor enquiries: Hong Kong - investorrelations@hsbc.com.hk UK - investorrelations@hsbc.com